General Terms & Conditions
GENERAL TERMS AND CONDITIONS
S.T. Japan-Europe GmbH
1. GENERAL
All sales of goods and services (including, without limitation, licensing of all databases, software, and other products) by S.T. Japan-Europe GmbH ("STJE") to the Customer (the "Customer") are subject to the terms and conditions set forth herein. These Terms and Conditions, together with the STJE License Agreement and the STJE Support & Maintenance Agreement, govern the Proposal/Quotation to the Customer and the transactions referred to therein. In no event shall the Proposal/Quotation or these Terms and Conditions be deemed an acceptance of any prior offer by the Customer. Any previous offers to STJE by the Customer, whether written or verbal, not already expressly accepted by STJE in writing are hereby rejected. These Terms and Conditions supersede any and all terms and conditions contained in any confirmation, purchase order, or other writing the Customer may provide. No contrary, additional, or different provisions shall be binding on STJE unless accepted by STJE in writing. Once this order is accepted by the Customer, it may be canceled or modified only with STJE’s written consent and upon terms that indemnify STJE against any related loss and cost.
2. FEES AND EXPENSES
Price quotes and fees are set forth in the Proposal/Quotation. All prices and fees quoted therein are subject to change by STJE prior to the Customer’s acceptance and STJE’s acknowledgment of such acceptance. All other fees (including license, implementation, support, service, training, and consulting fees) not expressly stated shall be charged at STJE’s prevailing rates. Unless otherwise agreed, all invoices are due within thirty (30) days from the invoice date. Late payments bear interest at twelve percent (12%) per annum or the highest rate permitted by applicable law, whichever is lower. The Customer shall reimburse STJE for all collection costs, including reasonable attorneys' fees. Additional expenses, including travel, meals, lodging, and third-party costs, shall be reimbursed by the Customer per STJE's travel policy.
3. GRANT OF LICENSE FOR DATABASE PRODUCTS AND SOFTWARE
With the purchase of a license, the Customer expressly agrees to all terms of the STJE License Agreement. STJE grants the Customer a non-exclusive, non-transferable, and personal right ("License") to use one copy of the Product/Software/Data for internal use only, limited to the number of users at the specified location(s). The term "Users" refers exclusively to employees of the Customer and excludes competitors of STJE. The Customer may transfer the Product/Software/Data between computers provided that it is only used on one machine at any given time. No other additional usage is permissible unless otherwise agreed by STJE in writing.
The Customer is forbidden from:
· Granting access to third parties, distributing, selling, sublicensing, or sharing the Product/Software/Data without STJE’s prior written permission.
· Modifying, converting, reverse-engineering, decompiling, disassembling, or systematically extracting data from the Product/Software/Data.
· Using AI, machine learning, automated scripts, or any other technology to replicate or extract content from the Product/Software/Data.
4. OWNERSHIP OF DATABASE PRODUCTS AND SOFTWARE
The Customer acknowledges that STJE retains ownership of all intellectual property, including modifications, enhancements, and additions. The Customer does not acquire any title or ownership rights. Transfer of the Product/Software/Data is only permitted with STJE’s prior written consent. Unauthorized distribution, rental, or lending is strictly prohibited. The Customer must not remove copyright notices or registration details from the Product/Software/Data. If integrated into other systems, STJE retains ownership and may claim proportionate beneficial rights.
5. COMPATIBILITY & SUPPORT LIMITATIONS
STJE provides the Licensed Products "as is" and does not guarantee compatibility with all future operating systems (OS), software versions, or hardware environments.
· If an OS or software becomes outdated and is no longer supported by its manufacturer, STJE cannot guarantee the continued functionality of the Licensed Products.
· If STJE releases significant database updates that alter the structure or format of the Licensed Products, older versions may no longer function as expected.
· To ensure continued compatibility, users are advised to maintain up-to-date systems and use the latest version of the Licensed Products.
6. REFUND POLICY
If you do not agree to the terms of this Agreement, do not open the package or use the Licensed Products. Promptly return the entire package to the place of purchase for a full refund. Refunds will not be issued if the package has been opened or if the Licensed Products have been used.
7. WARRANTY AND LIABILITY
STJE warrants that for ninety (90) days from the delivery date, the Product/Software/Data will conform to mutually agreed specifications and that media will be free from defects. STJE does not guarantee uninterrupted operation or error-free functionality. The Customer's sole remedy for warranty breaches is repair, replacement, or refund. STJE is not liable for indirect, incidental, or consequential damages, including lost profits. Any claims must be brought within one (1) year of delivery.
8. INDEMNIFICATION
STJE may choose to defend the Customer against intellectual property infringement claims, provided the Customer promptly notifies STJE and cooperates in the defense. STJE may modify or replace the infringing product or terminate the License with a refund. The Customer must take reasonable steps to prevent unauthorized use or disclosure.
9. TERMINATION & LICENSE TRANSFERABILITY
STJE reserves the right to terminate the Agreement immediately and without notice if:
· The Customer breaches any terms of this Agreement.
· STJE discontinues the Licensed Products or support for the current version.
Upon termination, the Customer must destroy all copies of the Licensed Products and cease usage.
For Licensees with multi-user or site licenses, transfers of the Licensed Products must adhere to the usage limits specified in the license agreement. Redistribution within the same organization is permitted only for authorized users and within the licensed CPU count. Any additional usage requires an expanded license agreement with STJE.
10. GOVERNING LAW AND VENUE
This Agreement is governed by the laws of Germany. All disputes shall be resolved in German courts.
S.T. Japan-Europe GmbH
Rosmarstrasse 105 ∙ 50226 Frechen ∙ Germany
+49 (0)2234 956372 ∙ contact@stjapan.de ∙ www.stjapan.de
